Mistras Group, Inc. — Director's Dealing 2009

Oct 16, 2009

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Mistras Group, Inc. (MG)
CIK: 0001436126
Period of Report: 2009-10-14

Reporting Person: FORESE JAMES J (Director, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2009-10-14	Common Stock	C	4068909	—	Acquired	4068909	Indirect
2009-10-14	Common Stock	S	1304508	$11.625	Disposed	2764401	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2009-10-14	Class A Convertible Redeemable Preferred Stock	$	C	298701	Disposed		Common Stock (3883113)	Indirect
2009-10-14	Class B Convertible Redeemable Preferred Stock	$	C	14292	Disposed		Common Stock (185796)	Indirect

Footnotes

F1: Consists of shares of Common Stock held by TC NDT Holdings, LLC. Mr. Forese shares voting and dispositive power over the shares held by TC NDT Holdings, LLC with six other members of an investment committee. Mr. Forese disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein.

F2: Represents public offering price of $12.50 per common share less the underwriter's discount of $0.875 per common share.

F3: The Issuer's Class A Convertible Redeemable Preferred Stock and Class B Convertible Redeemable Preferred Stock automatically converted into Common Stock, in each case, on a thirteen-for-one basis, upon the closing of the Issuer's initial public offering for no additional consideration.